The battle for Commerzbank has taken a sharp turn into legal and procedural territory, with the bank’s works council filing a criminal complaint against UniCredit for alleged market manipulation. The move follows the expiry of the Italian lender’s tender offer, which attracted only 12.51% of Commerzbank shares — a result the Frankfurt-based bank says proves its core shareholders are standing firm.
Behind that headline figure lies a more complicated picture. According to Commerzbank’s analysis, just 1.29% of the tendered shares came from institutional investors and a mere 0.05% from retail holders. The overwhelming majority — 11.17% — originated from banks. Management suspects these were not voluntary sales but forced deliveries under derivative contracts tied to UniCredit. In other words, the genuine take-up by independent shareholders was negligible.
The works council’s complaint to German prosecutors focuses on UniCredit’s public claims around the tender result. Commerzbank argues that the true level of independent support has been obscured. Adding to the controversy, the volume of securities lending in Commerzbank stock has surged more than tenfold since the offer was announced, further clouding the real ownership picture. The bank has been feeding real-time shareholder data to BaFin, the financial regulator, to help clarify the balance of power.
Despite the thin tender response, UniCredit has expanded its footprint. Already holding 26.77% before the offer, the Italian group now accounts for 39.28% of shares, or 42.5% including options and other instruments. That gives UniCredit commanding influence — though not a majority — and leaves its next move uncertain. CEO Andrea Orcel has touted annual synergies of €1.5 to €2 billion from a merger, but Commerzbank’s management, backed by the German state as the second-largest shareholder, continues to urge rejection.
Should investors sell immediately? Or is it worth buying Commerzbank?
Commerzbank is fighting back on two fronts. Legally, it is challenging the bid’s integrity. Strategically, it is accelerating its own “Momentum 2030” plan, targeting a 21% return on tangible equity and net profit of €5.9 billion by 2030, with heavy investment in AI, its comdirect brand, and Polish subsidiary mBank. The message: organic growth offers lower risk and better long-term value than a stock swap into UniCredit.
The market, for now, is largely unruffled. Commerzbank shares closed at €37.40, just 3.7% below their 52-week high of €38.85 set on June 19. Over the past twelve months the stock has gained roughly 37.5%, trading at €37.50 in the latest session. That resilience suggests investors are betting the standoff is far from over.
Key dates are now approaching. The additional acceptance period ends on July 3, 2026, with the final tender tally expected on July 8 — unless further legal action delays the process. With a criminal complaint in play, a regulator watching closely, and a shareholder base that appears to have rejected the bid, UniCredit must decide whether to launch a new offer, hold its position, or accept a prolonged deadlock. None of the options come cheap.
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